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KYOTO, Japan, Feb. 4, 2011 (GLOBE NEWSWIRE) -- Nidec Corporation (NYSE:NJ) ("Nidec") today announced that its Board of Directors determined at a meeting held today to dispose of a portion of its treasury stock through a third-party allotment in a series of transactions to reorganize its group companies, as described further below.

1. Purpose of the Planned Group Company Reorganization

In an effort to achieve its goal of becoming the world's leading manufacturer of all kinds of motors, Nidec has sought to strengthen its existing businesses and launched a new mid- to long-term growth strategy, "Vision 2015," aiming to create a group of companies with a target sales level of 2 trillion yen in the fiscal year ending March 31, 2016. As part of the strategy, Nidec seeks to achieve further organic growth with a focus on general motors for home appliances and industrial use as one of its core growth businesses.

In line with this strategic focus, Nidec has decided to seek expansion of its home appliance and industrial use general motor business by merging its subsidiaries engaging in the general motor business — Nidec Techno Motor Holdings Corporation ("NTMC"), Nidec Shibaura Corporation ("NSBC") and Nidec Power Motor Corporation ("NPMC") — and streamlining the research and development, manufacturing and sales operations relating to such general motors.

For this purpose, NPMC plans to merge into NSBC and become NSBC's wholly-owned subsidiary (effective as of March 21, 2011) through a share exchange transaction between NPMC and NSBC where the shareholders of NPMC other than NSBC will receive shares of Nidec common stock as consideration for their NPMC shares (sankaku kabushiki koukan) (the "Share Exchange Transaction"). Subject to the effectiveness of the Share Exchange Transaction, NPMC plans to merge into NSBC by absorption (effective as of March 21, 2011) (the "First Merger Transaction").

Subsequently, NSBC plans to merge into NTMC by absorption (effective as of April 1, 2011) (the "Second Merger Transaction").

Nidec plans to dispose of shares of its treasury stock by selling them to NTMC as part of the series of transactions described above to reorganize its group companies. NTMC is expected to enter into the Share Exchange Transaction using the purchased shares of Nidec treasury stock as consideration.

NTMC is expected to use a simplified share exchange procedure in accordance with Article 796, Paragraph 3, of the Company Act of Japan, and NPMC is expected to use a short-form share exchange procedure in accordance with Article 784, Paragraph 1, of the Company Act of Japan, where the approval of shareholders is not required in either case for the Share Exchange Transaction, as a result of which NPMC will become a wholly owned subsidiary of NTMC.

(Note 2)

NTMC is expected to use a simplified merger procedure in accordance with Article 796, Paragraph 3, of the Company Act of Japan, and NPMC is expected to use a short-form merger procedure in accordance with Article 784, Paragraph 1, of the Company Act of Japan, where the approval of shareholders is not required in either case for the First Merger Transaction, as a result of which NPMC will be absorbed into NTMC.

(Note 3)

NTMC is expected to use a simplified merger procedure in accordance with Article 796, Paragraph 3, of the Company Act of Japan, and NSBC is expected to use a short-form merger procedure in accordance with Article 784, Paragraph 1, of the Company Act of Japan, where the approval of shareholders is not required in either case for the Second Merger Transaction, as a result of which NSBC will be absorbed into NTMC.

3. Disposal of Treasury Stock by Sale

(1) Summary of the Planned Disposal of Treasury Stock by Sale

(1) Effective Date

March 18, 2011 (Friday)

(2) Number of Treasury Shares to Be Disposed of

1,162 shares

(3) Sale Price

7,870 per share

(4) Proceeds from Sale

9,144,940 yen

(5) Method of Disposal

Sale (Third-party Allotment)

(6) Purchaser

NTMC

(7) Other Information

None

(2) Proceeds from Disposal of Treasury Stock by Sale

Gross Proceeds:

9,144,940 yen

Estimated Expenses Relating to Disposal:

0 yen

Estimated Net Proceeds:

9,144,940 yen

(3) Use of Proceeds

The planned disposal of treasury stock by sale is not for financing purposes but for the purpose of reorganizing Nidec's group companies as described in "1. Purpose of the Planned Group Company Reorganization."

(4) Considerations as to Reasonableness of the Terms of Disposal of Treasury Stock by Sale

Basis for Determining the Terms of Sale (including Sale Price)

The sale price has been determined to be 7,870 yen, which is the closing price of Nidec common stock on the Osaka Securities Exchange on the day immediately prior to the relevant board approval (February 4, 2011).

Basis for Determining the Size of Sale and Dilutive Effect

Nidec expects that the planned disposition of treasury shares by sale will not have a significant dilutive effect on Nidec common stock or have a significant impact on the markets where Nidec common stock is traded as the percentage of the shares of treasury stock subject to the planned disposal by sale to the total issued shares of Nidec common stock is 0.0008%.

Confirmation of Purchaser's Funds

Nidec has confirmed, based on NTMC's financial statements and other information, that, in light of its sales, total assets and total equity and other financial indicators, NTMC has sufficient cash necessary for the purchase of the treasury shares Nidec plans to dispose to NTMC.

(5) Overview of NTMC (as of March 31, 2010)

(1) Company name

Nidec Techno Motor Holdings Corporation

(2) Address

338 Tonoshiro-cho, Kuze Minami-ku, Kyoto

(3) Company representatives

Kenji Sawamura Chairman

Toshihiro Kimura President

(4) Description of business

Development and sales support for subsidiary products, and centralized purchasing of raw materials for subsidiaries

(5) Share capital

2,500 million yen

(6) Date of incorporation

September 25, 2009

(7) Number of issued shares

100,000

(8) Fiscal year end

March 31

(9) Number of employees

448

(10) Main customers

Nidec Shibaura Corporation, Nidec Power Motor Corporation

(11) Primary lending bank

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

(12) Major shareholders and shareholding ratios

Nidec Corporation 100%

(13) Relationship between the companies party to the contemplated transaction

Capital

Nidec holds 100% of the outstanding shares (100,000 shares) of NTMC.

Personnel

Four directors and one corporate auditor of Nidec concurrently serve as three directors and two corporate auditors of NTMC, respectively.

Fiscal years ended March 31, 2010, represent the period from September 25, 2009, the date of incorporation, to March 31, 2010.

(2)

Neither NTMC nor the officers or shareholder (investor) of NTMC are involved in any way with organized crime groups or other similar organizations, and a lesser confirming the same has been submitted to the Tokyo Stock Exchange.

(6) Major Shareholders and Shareholding Ratios Immediately After the Disposal

Before the disposal

Immediately after the disposal and the Share Exchange Transaction

Shigenobu Nagamori

8.23%

Shigenobu Nagamori

8.23%

Japan Trustee Services Bank, Ltd. (Trust account)

6.94%

Japan Trustee Services Bank, Ltd. (Trust account)

6.94%

The Master Trust Bank of Japan, Ltd. (Trust account)

6.72%

The Master Trust Bank of Japan, Ltd. (Trust account)

6.72%

The Bank of Kyoto, Ltd.

4.08%

The Bank of Kyoto, Ltd.

4.08%

SN Kohsan, Ltd.

3.79%

SN Kohsan, Ltd.

3.79%

The Dai-ichi Life Insurance Co., Ltd.

3.04%

The Dai-ichi Life Insurance Co., Ltd.

3.04%

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

2.42%

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

2.42%

Nippon Life Insurance Company

2.32%

Nippon Life Insurance Company

2.32%

Meiji Yasuda Insurance Company

2.19%

Meiji Yasuda Insurance Company

2.19%

MOXLEY AND CO.

1.96%

MOXLEY AND CO.

1.96%

(Note)

(1)

The above list is based on the shareholder registry as of September 30, 2010.

(2)

Nidec, holding 5,784,000 shares of treasury stock (3.98%) prior to the disposal (as of September 30, 2010), has been excluded from the list of major shareholders above.

Because (a) the expected dilution rate of the planned disposal of treasury stock by sale is smaller than 25% and (b) the planned disposal of treasury stock by sale is not expected to result in any change in control, Nidec is not required to comply with the procedural requirements under Section 432 of the Securities Listing Regulations of the Tokyo Stock Exchange or Section 2 of the Regulations on Corporate Codes of Conduct of the Osaka Securities Exchange to obtain an independent third party's opinion on, or seek shareholder approval for, the planned disposal of treasury stock by sale.

NTMC and NPMC are expected to enter into the Share Exchange Transaction, effective on March 21, 2011, as a result of which NPMC will become a wholly owned subsidiary of NTMC.

NTMC is expected to purchase from Nidec a portion of Nidec's treasury stock prior to the effective date of the Share Exchange Transaction, as described in "3. Disposal of Treasury Stock by Sale," and use the purchased shares as consideration for the NPMC shares held by the shareholders of NPMC other than NTMC in the Share Exchange Transaction.

(2) Merger Transaction between NTMC and NPMC

Subject to the effectiveness of the Share Exchange Transaction, NTMC and NPMC are expected to enter into the First Merger Transaction, effective on March 31, 2011, where NPMC will be absorbed into NTMC. No consideration will be paid in connection with the First Merger Transaction as it is conditioned upon NTMC owning 100% of NPMC.

(3) Merger Transaction between NTMC and NSBC

NTMC and NSBC are expected to enter into the Second Merger Transaction, effective on April 1, 2011, where NSBC will be absorbed into NTMC. No consideration will be paid in connection with the Second Merger Transaction as NTMC owns 100% of NSBC.

5. Expected Impact on Financial Results

The planned disposal of treasury stock by sale is not expected to have a significant impact on Nidec's results of operations for the fiscal year ending March 31, 2011 either on a consolidated basis or on a non-consolidated basis. The Share Exchange Transaction, the First Merger Transaction and the Second Merger Transaction are not expected to have a significant impact on Nidec's consolidated results of operations for the fiscal year ending March 31, 2011.

6. Financial Results and Equity Finance for the Most Recent Three Fiscal Years

(1) Financial Results for the Most Recent Three Fiscal Years (consolidated, in millions of yen)

Fiscal year

Ended March 31, 2008

Ended March 31, 2009

Ended March 31, 2010

Net assets

387,770

357,687

401,531

Total assets

671,714

702,884

692,791

Net assets per share (yen)

2,204.94

2,133.27

2,443.16

Net sales

724,361

610,803

587,459

Operating income

77,397

52,015

78,342

Ordinary profit

--

--

--

Net income

41,156

28,353

51,961

Net income per share (yen)

284.00

197.42

373.04

Annual dividend per share (yen)

55

60

65

(Note)

Nidec prepares its financial statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), as follows:

(2) Numbers of Issued Shares and Residual Securities (as of September 30, 2010)

Number of shares

Ratio to number of issued shares

Number of issued shares

145,075,080

100％

Number of shares issuable upon conversion or exercise of residual securities at present convertible price (exercise price)

9,410,878

6.5％

(3) Recent Stock Price Performance

1. Most recent three fiscal years

Ended March 31, 2008

Ended March 31, 2009

Ended March 31, 2010

Opening price

7,650 yen

6,130 yen

4,450 yen

Highest price

7,690 yen

6,400 yen

10,040 yen

Lowest price

6,020 yen

4,260 yen

4,310 yen

Closing price

6,130 yen

4,400 yen

10,020 yen

2. Most recent six months

August

September

October

November

December

January

Opening price

8,090 yen

7,380 yen

7,450 yen

7,900 yen

8,340 yen

8,330 yen

Highest price

8,330 yen

7,760 yen

8,020 yen

8,710 yen

8,910 yen

8,820 yen

Lowest price

7,050 yen

7,230 yen

6,890 yen

7,820 yen

8,210 yen

7,630 yen

Closing price

7,380 yen

7,420 yen

7,960 yen

8,380 yen

8,210 yen

7,730 yen

3. Stock price on the date immediately preceding the board approval for sale

February 4, 2011

Opening price

7,960 yen

Highest price

7,980 yen

Lowest price

7,870 yen

Closing price

7,870 yen

(4) Equity finance for the most recent three fiscal years

Nidec determined, at a meeting of its Board of Directors held on September 2, 2010, to issue up to, and issued on September 21, 2010, an aggregate principal amount of 100 billion yen of euro yen convertible-bond-type bonds with stock acquisition rights due 2015 (including a greenshoe option of 20 billion yen).

Cautionary Statement Concerning Forward-Looking Information

This press release contains forward-looking statements regarding the intent, belief, strategy, plans or current expectations of Nidec or other parties. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors, including, but not limited to, the anticipated benefits of the planned transactions not being realized, shifts in technology or user preferences for particular technologies, and changes in economic or regulatory environments. Nidec does not undertake any obligation to update the forward-looking statements contained herein, nor to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.